On June 10, Ching Chiat Kwong, better known as the major shareholder and executive chairman of Oxley Holdings, released a statement explaining his position on Catalist-listed MC Payment in which he holds a 27% stake. The statement - a copy of which has been sent to SGX RegCo - comes just two days after Ching found out that MC Payment’s board planned to make a sizeable purchase with new shares. (MC Payment was listed in February this year through an RTO of Artivision.)
Clearly, Ching has been unhappy about the way the current board has behaved towards him. In MC Payment’s AGM on April 28, Ching’s son Shawn Ching and Henry Ng were not re-elected as directors. On May 4, Ching requisitioned an EGM to nominate himself, Shawn Ching, Ng and two other directors to the board.
“On May 6, 2021, Mr Albert Cheok also welcomed me to the Board, and stated that from reading my credentials, I have “well established business acumen and business experience”. Yet, in the next breath – in an email that I believe was inadvertently sent to me by mistake – Mr Albert Cheok referred to me as a “cunning fox”, intimating that I was acting in a devious or underhanded manner,” Ching says in his statement.
“This is not the conduct that I expect from the Chairman of a listed company, who is obliged to (i) stimulate and engender a robust yet collegiate environment, set the right ethical and behavioural tone, and provide leadership to the Board; and (ii) ensure effective communication with shareholders,” Ching continues.
According to the statement, Ching points out that he has been supportive of MC Payment’s growth, providing some $559,450 in unsecured loans in 2019 and 2020. As a result, he subscribed to 62.3 million ordinary shares in MC Payment valued at $600,000. In addition, Ching fully redeemed bonds and associated interest payable by the Company, in return for shares valued at $10 million, on Feb 18 this year.
Ching has also undertaken to provide adequate funds to the Company to enable it to continue its operations on a going concern basis and to enable it to pay its liabilities as and when they fall due, at least for another 12 months from April 6, 2021.
Yet, Ching found on on June 8, 2021, that the directors, on April 30, had authorised MC Payment CEO Anthony Koh (pictured with Ching in happier times) to enter into a term sheet on behalf of the company to purchase (or has already purchased) at least a 51% stake in NGSC based on a purchase price of $9.6 million for a 100% share in NGSC. The acquisition would be satisfied by new ordinary shares in the share capital of MC Payment. The transaction has - to date - not been made known to shareholders via SGX. When approached, Cheok says that no such transaction has occurred.
NGSC recorded a net loss of $27.05 million in FY2021. More than that, it’s on the SGX’s watch-list and was issued a notice of desliting on Dec 3, 2019. In addition one of NGSC’s directors, Sri Tjintawati Hartanto, who sits on both the audit and nominating committees, appears to be under or had been under investigation by Ernst & Young following widespread internal control failures and “significant questionable transactions and cash transactions” when Hartanto was responsible for the financial functions at NGSC, Ching’s statement says.
Prior to the surfacing of the NGSC purchase, Ching had requisitioned an EGM on May 4, and on May 31, to appoint a new slate of directors. While this was pending, an additional independent director - former Bukit Batok MP David Ong - was appointed at an urgently convened board meeting, where two members of the nominating committee were absent. The only persons present at the board meeting were CEO Koh and Chairman Cheok.
Subsequent to the May 4 requisition, Koh invited Ching to the board, and two days later, Ching found out that Cheok referred to him as a “cunning fox”.
The Edge Singapore has also reached out to Koh for comment.
